Profusa, Inc. (NASDAQ: PFSA) carries a dilution risk score of 9 out of 10 — rated EXTREME — because roughly 19 million shares of pending supply loom over a public float of just 518,827 shares. That overhang equals about 37 times the current free-trading share count.
The company, a pre-revenue medical-device and biosensor developer, has 605,647 shares outstanding against 600 million authorized. That gap — nearly a thousand-to-one — gives the board enormous room to issue new stock without returning to shareholders.
Where the 19 million shares live
The single largest block is Series A Non-Voting Convertible Preferred stock. Across three tranches issued in July and August 2026, roughly 60,212 preferred shares convert into 15,053,062 common shares — about 25 times the entire outstanding share count. None of these preferred shares carries a lock-up. The only current brake is a 19.99% issuance cap that expires once stockholders approve the conversions. A resale registration — a filing that lets holders sell freely on the open market — is contractually promised.
Next in line: approximately $6.1 million of senior secured convertible notes held by Ascent Partners Fund LLC, the company's primary financing counterparty. These notes convert at 95% of the lowest daily VWAP over the prior ten trading days — meaning the conversion price resets downward to a 5% discount below the weakest recent session. At the most recent reference price, that translates to roughly 3.6 million shares, or seven times the float. The conversion count rises automatically if the stock declines.
Ascent also controls an equity line of credit (ELOC) — a facility that lets Profusa sell shares to Ascent on demand — with $86.9 million of unused capacity. That remaining capacity is roughly 80 times the company's $1.08 million market capitalization. About 1.5 million shares are registered for resale under the facility, nearly three times the float.
A warrant with a ratchet
Ascent holds a warrant for 33,333 shares whose exercise price was repriced from $50.00 down to $1.07 in August 2026. It is currently in the money. The warrant carries full-ratchet anti-dilution protection — meaning any future stock issuance at a lower price automatically resets the strike downward — and permits cashless exercise. Its lock-up expired on August 22.
Reverse splits and the compliance loop
Profusa has executed three reverse splits in seven months: 1-for-75 in February, 1-for-25 in July, and 1-for-4 in August — a cumulative 1-for-7,500. A fourth split, ranging from 1-for-2 to 1-for-12, is on the ballot for September 18, 2026. Because a Nasdaq bid-price failure within twelve months of a reverse split receives no additional 180-day cure period, the threat of delisting accelerates the cycle of splits, ELOC draws, and note conversions.
Near-term calendar
Several structural events cluster in the next six months. Share-settled monthly amortization on two new Ascent note tranches — closed September 1 and September 16 — begins January 1, 2027. The floor prices on those notes reset on March 1 and March 16. The 2025 PIPE notes mature January 11, 2027, and the NorthView Sponsor note ($577,275 remaining, convertible at the greater of $4.28 or the prior-day close) comes due December 31, 2026.
Effective supply — shares already issued plus registered unissued shares that can enter the market at the counterparty's discretion — stands at roughly 752,000, already 45% above the reported float. The company held $719,000 in cash as of its most recent quarterly filing against $14 million in total debt.